Wellesley Information Services, LLC

General Terms & Conditions

(Revised Feb. 2020)

These General Terms and Conditions (“T&Cs”), together with the applicable space application for Event sponsorship  and participation and the insertion order (each an “Order”), collectively constitute the agreement between the customer identified on the Order  and Wellesley Information Services, LLC.

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I. Terms and Conditions Applicable Generally to Customer Agreements

The following T&Cs pertain and apply to each Agreement between the Customer, on the one hand, and WIS, on the other hand.

1.01.      Definitions.

As used herein: (a) “Customer” means the applicant, advertiser or client identified on the Order to which these T&Cs pertain and relate; (b) “Agreement” means the Order(s) to which these T&Cs relate and all proper amendments, supplements and addenda hereto and thereto; (c) “Event” means the specific expositions or Events identified on the Customer’s application for Event sponsorship and participation to which these T&Cs relate; (d) “Venue management” means the owner or manager of the facility in which the Event is conducted, and its employees and agents; (d) “Venue” means the facility in which the Event is conducted; (c) “Promotion” means the specific advertising program(s) identified in the Order(s); (f) “Services” means the scope of work as more particularly described in the Order for custom research services to be provided by WIS to Customer; (g) “Content” means the reports, articles and other materials made available through access to and use of the one or more of WIS’s research websites, including www.sapinsideronline.com (collectively, the “Site”), including all charts, graphs, pictures and tables; and (h) an “affiliate” of, or a person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

1.02.      Billing

Credit terms are strictly enforced.  Payment terms for all WIS products and services are 100% upon signing, due net 30 from invoice date.  A 1.5% per month finance charge will be assessed on all invoices over 30 days in arrears.  In addition, Customer will reimburse WIS for all collection expenses incurred, including attorneys’ fees and costs.  Customers more than 60 days in arrears on any WIS invoice must pay all outstanding invoices or, at WIS’s discretion, submit payment with copy before any current or future insertions will be accepted.  Any provision in an Order or other agreement to the contrary notwithstanding, if Customer is an agency, both Customer and its principal are jointly and severally liable for all payments due hereunder.  WIS reserves the right to notify Customer’s principal regarding any overdue and unpaid invoices.  Except as provided herein, all monies paid by or on behalf of Customer shall be deemed fully earned and non-refundable at the time of payment.

1.03.      Notices

Any notice required or permitted to be given in accordance with the T&Cs shall be in writing.  Notices to WIS shall be sent to: Wellesley Information Services, LLC, 50 Congress Street, Suite 300, Boston, MA 02109.  Notices sent to Customer shall be sent to the address listed on its account.  For contractual purposes, each party consents to receive electronic communications.  All notices will be deemed given upon receipt.  Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 4.02.

1.04.      Use of Trademarks and Tradenames.

The titles and logos of WIS’s services are registered and unregistered trademarks of WIS, and may not be used without the express written consent of WIS.  WIS is authorized to use Customer’s trademarks, trade names and logos in connection with the performance of the services by WIS specified in the Order(s).  Any use by WIS beyond that contemplated in connection with the performance of the Services must be approved by Customer in writing.

1.05.      Cancellations and Termination.

Except as otherwise provided herein, either party hereto may, upon written notice to the other party, if such other party commits a material breach of this Agreement and does not cure such breach within thirty (30) days following its receipt of notice thereof from the non-breaching party.

Upon expiration or earlier termination of this Agreement (other than by Customer for as a result of an uncured material breach by WIS), Customer shall be obligated to pay in full all fees and expenses set forth herein and no such expiration or termination shall relieve Customer of the obligation to pay any such fees or expenses.  In the event of the termination of this Agreement by Customer as a result of an uncured breach by WIS, any prepaid fees and prepaid expenses hereunder will be reimbursed by WIS to customer.

1.06.      Force Majeure.

Non-performance by either party (other than payment obligations) will be excused to the extent that performance is rendered impossible by natural disaster, war, terrorism, governmental act or any other reason where failure to perform is beyond the reasonable control of the non-performing party (each, a “Force Majeure Event”).  If the Force Majeure Event is likely to have a significant and substantial impact on the successful carrying out of the services contemplated by the Order(s) of beyond 10 business days, Customer may by notice in writing to WIS terminate its obligations under the Order(s) impacted by any such Force Majeure Event and shall be entitled to receive refund of any pre-paid fees related to such Order(s), less any unrecoverable expenses incurred by WIS.

1.07.      Indemnification.

Customer agrees to indemnify, defend on a current basis, and hold harmless WIS, the Venue and Venue management, and its members, directors, officers, employees, agents, affiliates, attorneys and representatives, from and against any judgment, loss, damage, cost or expense, and other liabilities, together with all reasonable costs and expenses related thereto, including legal and accounting fees and expenses, arising or resulting from, or related to: (a) the negligence or willful misconduct of Customer, or any of Customer’s employees, agents, invitees or guests; (b) breaches any of its obligations, representations, warranties or covenants herein; (c) third party claims or suits alleging libel, violation of rights of privacy and publicity, unfair competition, intentional or negligent infliction of emotional distress and copyright and/or trademark infringement or other matter contrary to law; (d) the inaccuracy, incompleteness or misleading nature of the Materials, or any of them, supplied by or on behalf of Customer; and (e) its violation, or alleged violation of any rule, law or regulation.  The covenants contained in this Section 4.07 shall be continuing and shall survive the expiration or earlier termination of this Agreement.

1.08.      Disclaimer.

WIS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITATION OF THE FOREGOING, WIS SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY BENEFIT CUSTOMER MIGHT OBTAIN FROM PARTICIPATING IN AN EVENT OR DISPLAYING ITS ADVERTISING MATERIALS OR THAT THE ADVERTISING WILL BE ERROR-FREE.  Without limiting the generality of the foregoing, WIS disclaims all warranties and guarantees with respect to its advertising services provided in connection with any Promotion, including warranties and/or guarantees relating to (a) the positioning or placement of advertisements; (b) advertising results; (c) the number of exhibition attendees or the demographic nature of such attendance at any Event; and (d) the accuracy of audience data, including audience demographic data, audience size/reach data, and otherwise.  In no event shall WIS have any liability for any advertising, creative, printing or administrative costs.

1.09.      Assignment.

This Agreement cannot be assigned by Customer, in whole or in part, without the prior written approval of WIS; any other purported assignment by Customer shall be null and void and of no effect.  WIS may assign this Agreement without Customer’s consent, and any such assignee shall become “WIS” for all purposes hereunder and shall acquire all of rights and obligations of WIS hereunder.

1.10.      Governing Law; Venue.

This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflicts of laws provisions.  Any action or proceeding arising out of or related to this Agreement shall be brought in the courts of record of record of The Commonwealth of Massachusetts in Suffolk County or the U.S. District Court for the District of Massachusetts.  Customer consents to the jurisdiction of such courts and waives any objection to the laying of venue of any such civil action or proceeding in such courts.

1.11.      Costs, Expenses and Attorneys’ Fees.

If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys’ fees and all related costs and expenses incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

1.12.      Severability; Waiver.

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.  The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not constitute a waiver of such provisions or the right of such party to enforce each and every provision.

1.13.      Construction.

Unless the context otherwise requires: (a) a capitalized term has the meaning assigned to it; (b) references in the singular to “him,” “her,” “it,” “itself,” or other like references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may be; (c) this Agreement shall be construed without regard to any presumption or other rule requiring construction against the party that drafted and caused this Agreement to be drafted; (d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; and (e) the word “or” is not exclusive.

In addition, WIS reserves the rights: (i) to interpret this Agreement and to adopt further regulations as reasonably may be deemed necessary by it, and the Customer agrees to be bound thereby; and (ii) to modify the T&Cs from time to time with or without notice, and WIS will post the modified T&Cs at www.sapinsideronline.com or other interfaces through which Customer has ordered Event participation, advertising, or Content or Services.  Customer acknowledges and agrees that it is Customer’s responsibility to review the T&Cs periodically to familiarize itself with any modifications.  Customer’s continued Event participation, or use of advertising, Content or Services after such modifications will constitute its acknowledgement and agreement of the modified T&Cs.

1.14.      Survival.

Any expiration or earlier termination of this Agreement for any reason whatsoever notwithstanding, those provisions of this Agreement that, by their nature, are intended to survive such expiration or termination shall so survive.

1.15.      Binding Effect; Entire Agreement.

This Agreement (i) when executed by Customer and upon written acceptance by WIS, shall constitute the valid and binding agreement of the parties respecting the subject matter hereof.  WIS shall not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of Customer; and (ii) contains the entire agreement of the parties concerning the subject matter hereof.  This Agreement may not be modified, discharged or terminated, and the rights of any party shall not be waived except by a written instrument, signed by the party to be charged.  This Agreement shall be binding upon, and inure to the benefit of, each of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement does not constitute a partnership or joint venture or principal-agent relationship between the parties.  The interpretation of the provisions of this Agreement is reserved solely to WIS, whose interpretations shall be final, binding and conclusive in all respects.

1.16.      General Branding Guidelines.

Communicating with SAP customers through WIS programs – WIS is committed to the productive exchange of information between SAP partners and our readers, attendees and other customers.  Our experience has shown that following a few simple guidelines leads to the most constructive and valuable information exchange.

Our content requirements help ensure that all third-party communications through our programs effectively highlight your insights, your partnership with SAP, and the power of your solutions for SAP customers.

Please be sure that your advertisements adhere to all SAP branding guidelines (available from SAP at https://service.sap.com/partnerportal) to ensure proper usage of all SAP trademarks and brands, the provisions of which as in effect from time to time are incorporated into the Agreement for all purposes.

 

II. Terms & Conditions Applicable ONLY to Orders containing Event Sponsorship Products

The following T&Cs pertain and apply only to the Agreements for participation in WIS Events, between the Customer, on the one hand, and WIS, on the other hand, including Event-related expo participation and sponsorship amenities and products.

2.01.      Agreement; Qualifications of Customer.

The Order, when properly executed by Customer and upon written acceptance by WIS, and together with the applicable TCs, shall constitute a valid and binding license agreement for Customer’s participation in the Event.  WIS reserves the right to interpret this Agreement and to adopt further regulations as may be deemed necessary by it for the general success of the Event, including the conditions, rules and regulations stated herein, in the Event Service Manual (“ESM”), sponsorship materials and in the Venue contract, to which WIS is or will be a party, all of which are made a part hereof as though fully incorporated herein, and the Customer agrees to be bound thereby.  WIS, in its sole discretion, determines whether a prospective supplier is eligible to participate in the Event and reserves the right to accept or refuse any application for participation in the Event in its sole discretion.  Eligibility is generally limited to persons or firms that supply products and/or services to the Event’s targeted attendee market.

2.02.      Rates.

Rates for partnerships, sponsorships and/or presentations are based on participation in the Event and related promotions, and are set forth on the Order, and are guaranteed only for the Agreement period.  Rates appearing on the Order are net and not subject to advertising agency commissions.  Rates are subject to change upon notice from WIS; provided, Customer may cancel the Agreement without penalty by notice to WIS prior to the time the rate change becomes effective.  Conditions, other than rates, are subject to change by WIS without prior notice to Customer.

2.03.      Customer Conduct.

WIS respects the rights of all suppliers and vendors to promote and market their products based upon facts and the strengths of their business, products and customer service.  Therefore, WIS will investigate any complaints from attendees and, where they have been unfairly treated by a supplier, WIS may eject such supplier from the Event with forfeiture of all fees paid.  Similarly, negative or non-factual statements by one supplier regarding other suppliers or their products will be investigated and, where verified, may result in similar ejection and forfeiture sanctions.

2.04.      Positioning; Use of Venue Space.

Positioning of Event partnership and sponsorship locations and online positioning of Customer promotions is at the sole discretion of WIS except when an arrangement for a specific preferred position is approved by WIS in writing.  Any space not occupied by Customer at the time set for completion of installation of displays will be reassigned at the discretion of WIS, in which case all amounts paid or payable by Customer will be forfeited unless special arrangements have been approved in writing by WIS.  Customer shall be bound by all pertinent laws, codes and regulations of municipal or other authorities, having jurisdiction over the Venue or the conducting of the Event, together with the rules and regulations adopted by Venue management.

Customer agrees to keep its exhibit open and staffed at all times during the Event hours.  Customer shall conduct its exhibit in a manner not to be objectionable to WIS, other exhibitors, the Venue and the public.  WIS and Venue management reserve the right to restrict or prohibit exhibits, or item or feature thereof which, because of noise, method of operation, content or any other reason, are objectionable, out of keeping with the character of the Event, or otherwise detract from the design or description that was given advance approval; and to close, remove or require changes in any exhibit or item or feature thereof, or to remove any of Customer’s personnel, agents, representatives, independent contractors, invitees or guests who are deemed detrimental to WIS, the Event, other customers, the Venue or the public.  If Customer or its representatives fail to observe the terms and conditions of this Agreement, Customer may be dismissed from the Event without refund or appeal.

Distribution of giveaway items and samples is permitted, provided there is no interference with other exhibits.  WIS may withhold or withdraw permission to distribute giveaways or samples, advertising or any material it deems objectionable or conflicting with local safety regulations.  WIS prohibits the distribution of SAP-related educational books at event, unless submitted to, and sanctioned by WIS at least 30 days prior to the Event.

2.05.      Customer Materials; Move-in, Move-out Times.

Movement of exhibits in and out of the Venue must be handled by official Event contractors.  Customer must make its own arrangements for transportation of its Event materials; WIS cannot accept or sign for Event materials on behalf of the Customer.  Move-in and move-out times and access outside of Event hours are designated by Venue management.  At such time after the close of the Event as WIS may specify or upon sooner termination of this Agreement, all Customer materials shall be removed and cleared from the Event space and such space left in good and clean order and condition.  Customer will pay the cost of repairing any damage caused to the Venue facility by the Customer and/or its employees, agents, representatives or invitees.  Any property remaining after the last day designated by WIS for it to be removed may be held or otherwise disposed of by WIS or Venue management at the Customer’s expense.  No exhibits may be removed from the Event facility before the Event ends.

2.06.      Attendance.

WIS shall have sole control over Event admission policies at all times.

2.07.      Filming and Video Recording Rights; Electronic Messages.

From time to time, photographs, motion pictures and/or video recordings may be made in the Event facility, which recordings may include (without limitation) images of Customer, its employees, agents and related merchandise and displays.  Customer may not hinder, obstruct or interfere in any way with such photography or recordings whether by WIS, its agents, attendees or other suppliers, and hereby consents to WIS’s use of such recordings for commercial purposes.  Customer hereby grants WIS a perpetual, nonexclusive, royalty-free, worldwide license (a) to use, display, publish, distribute, digitize, copy, perform, license, sublicense, transfer, make available or transmit any photographs or images provided by Customer hereunder, insofar as such photographs or images shall have been provided without inclusion of advertising copy or similar non-photographic materials, in any media or format not known or hereafter devised, in connection with the WIS’s database of travel-related information; and (b) to use Customer’s trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images.  No visual or audio recording or transmission will be made by Customer of the Event without WIS’s prior written consent.  Customer shall not violate any copyrights with respect to writings, music or other materials used by it at the Event or at any function which is part of, affiliated with, or held in conjunction with the Event.

By signing this Agreement, Customer authorizes WIS to provide contact information including address, phone number, fax number, and contact person to any service vendor contracted to conduct work for WIS.  By providing WIS the e-mail addresses set forth in the application, Customer hereby consents to receiving unsolicited commercial e-mail messages from WIS, its affiliates, partners and assigns, as well as third parties licensed to send such messages to Customer by any of the foregoing.

2.08.      Security.

WIS will provide perimeter guard service during the Event and while the Venue is closed.  Customer agrees that WIS is not liable for anything Venue security does or fails to do; including damage, theft or loss sustained by Customer’s employees, agents, representatives or invitees.  Customer will not be allowed into the Exhibitor Showcase after published hours.  Customer may want to consider arranging security for its specific booth space for either during or after published hours.

2.09.      Hospitality Suites; Outside Activities.

Hospitality suites must be reserved through WIS.  Any costs associated with Customer’s hospitality suite are the responsibility of Customer.  Customer shall not schedule or conduct any outside commercial activity (e.g., receptions, seminars, symposia and hospitality suites) during, and within a ten (10) mile radius of the Venue, whether such activities are held at or away from the Venue facility, except with the prior written approval of WIS.  Exhibitor acknowledges and agrees that events that conflict with previously scheduled WIS activities shall be a reason WIS withholds such consent.  Failure to comply with this paragraph may result in Customer not being permitted to exhibit.

2.10.      Errors and Omissions.

Customer agrees that WIS will not be liable in the event of any errors or omissions in the Event’s directory listing or in any related materials.

2.11.      Change of Event Location or Schedule.

WIS shall use its best efforts to conduct and promote the Event on the indicated dates at the Venue.  Customer acknowledges and agrees that WIS may re-name or re-locate the Event or change the site, hours, and/or dates of the Event, without the consent of Customer, in which event (i) Customer will be notified of such change including imposition of any additional charges or expenses necessitated by such change, (ii) no refund will be due to Customer, (iii) WIS will adjust Customer’s rights afforded hereunder as it reasonably determines, and (iv) Customer agrees to accept such adjusted rights under the terms of this Agreement.

2.12.      Cancellation of Event.

WIS may cancel all or part of the Event for any reason, in its sole discretion.  If the Event is canceled by WIS in its entirety, this Agreement shall terminate and Customer waives all claims it might have against WIS for damages or expenses, and if such cancellation is (i) for reasons described in Section 4.06, WIS shall refund to Customer the amount described in Section 4.06 in full satisfaction of all liabilities of WIS to Customer; and (ii) for any other reason, Customer waives all claims it might have against WIS for damages or expenses and Customer agrees to accept in complete satisfaction and discharge of all claims against WIS a refund of all amounts paid by the Customer to WIS in accordance with this Agreement.  Refunds shall not be made for partial cancellations or reductions in the size or scope of the Event.  If Customer cancels this Agreement prior to any cancellation of the Event by WIS, it shall not be entitled to any refund.

2.13.      Cancellation; Termination of Agreement.

Upon acceptance by WIS of Customer’s application for Event sponsorship and participation comprising the Order, Customer shall have no right or entitlement to cancel this Agreement, withdraw from the Event or reduce its commitments hereunder, and any attempt to do so, including Customer’s failure to pay in full (100%) of the fees for Exhibitor Showcase space or Event sponsorship, plus any applicable taxes, at least ninety (90) days prior to the first day of the Event, and/or failure of Customer to actually occupy the exhibition space assigned to Customer, shall be considered a material breach by Customer of its obligations hereunder, for which WIS shall have and retain all rights and remedies hereunder and at law or in equity.  In the event Customer so attempts to cancel this Agreement, withdraw from the Event or reduce its commitments hereunder, Customer acknowledges that WIS would be harmed and suffer loss and that it would be difficult to determine the precise value for or amount of that harm and in that event, Customer agrees to pay to WIS the full amount of its contracted fee as reflected in Customer’s Order.  Such payment shall be liquidated damages and not a penalty, and the parties agree that such amounts constitute a reasonable provision for liquidated damages.  Any cancellation, withdrawal or reduction in commitments, or attempt to do so, will result in forfeiture of Customer’s rights under this Agreement, including the right to present speakers at, or participate in the Event; and in such case WIS shall have the right, but not the obligation, to license the subject Exhibitor Showcase space to another supplier prior to the Event without any rebate or allowance whatsoever to Customer and without in any way releasing Customer from any liability hereunder, and Customer expressly agrees to pay WIS the full contracted amount hereunder.  In addition, in such circumstance WIS reserves the right to notify the Venue to cancel any hospitality space and/or hotel guest rooms under Customer’s name and Customer shall remain liable for the associated payments to be made to the hotel or Venue.

If Customer breaches any of the representations, warranties, covenants, terms or conditions set forth herein, including failure to make any payments hereunder when due, Customer shall be deemed in material default hereunder, and WIS shall have the rights to terminate this Agreement upon notice and retain Customer’s deposit(s) paid as WIS’s non-exclusive remedy, thereby reserving any and all rights under law, including WIS’s right to collect the full amount set forth in Customer’s application.  Without limiting the generality of the foregoing, failure of Customer to pay in full (100%) of the fees for Exhibitor Showcase space, plus any applicable taxes, at least ninety (90) days prior to the first day of the Event will constitute Customer’s cancellation of this Agreement may result in termination of this Agreement by WIS and forfeiture

2.14.      Representations and Warranties.

Customer represents and warrants that (a) it has the full power and authority to enter into this Agreement and grant the rights herein; (b) the execution and performance of this Agreement shall not constitute a breach or default under any contract or instrument to which the Customer is a party, or by which it is bound; (c) it is fully authorized to represent all claims made at the Event and publish the entire contents and subject matter contained in its Event promotions, in each case including (i) the names, portraits and/or pictures of any persons living or dead, (ii) any copyrighted material, trademarks and/or depictions of trademarked goods and services, and (iii) any testimonials or endorsements contained in any information or art submitted to WIS as part of the Event or a Promotion; and (d) all content provided as part of any Event is either owned by or properly licensed by Customer, and the entirety of claims made at the Event are accurate and complete and are not misleading.

2.15.      Insurance.

Customer shall, at its expense, maintain adequate insurance to fully protect the Indemnitees from any and all claims, arising from Customer’s activities, including statutory limits for workers’ compensation coverage, and commercial general liability including products and completed operations, independent contractors personal injury and blanket contractual liability insurance limits of at least $1,000,000/€1,000,000 per occurrence, $2,000,000/€2,000,000 aggregate.  This coverage must be primary of any other valid and collectible insurance of Customer and shall be written on an occurrence basis.  Claims-made policies are not acceptable and do not constitute compliance with Customer’s obligations hereunder.  Such insurance coverage shall be evidenced by a certificate of insurance, provided to WIS not less than 30 days prior to the scheduled opening of the Event and naming WIS, the Event, the Venue and Venue management as additional insureds, with a 30-day notice of cancellation provision to the holder(s).  Customer understands that none of WIS, the Venue or Venue management maintains insurance covering the Customer’s property and it is the sole responsibility of the Customer to obtain such insurance.  Customer is responsible for any and all damages caused by Customer or Customer’s agents, employees, invitees or guests.

2.16.      Taxes and Licenses.

Customer shall be responsible for obtaining any licenses, permits or approvals required under Federal, state, provincial or local law or regulation applicable to its participation in, and activity at the Event.  Customer shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees or other charges that shall become due to any governmental authority in connection with its activities at the Event.  Customer will not permit the delivery of merchandise at the Event facility without express prior written permission from WIS.

2.17.      Limitation of Liability.

None of WIS, its service contractors, its affiliates and business partners (including the Venue and Venue management), and their respective representatives, employees, agents, affiliates and attorneys, shall be liable for, and Customer hereby releases WIS and each of them from any and all claims, injury, loss, damage or liability that may occur to Customer, or to Customer’s employees, agents, guests, invitees or property from any cause whatsoever, arising from, in connection with, or related to its participation in, or sponsorship of the Event.  Customer assumes all responsibility and liability for losses, damages and claims arising out of injury or damage to, or caused by, Customer’s displays, equipment, employees or representatives.

In addition, and except for the indemnification obligations set forth in these T&Cs, in no event shall WIS, the Venue or Venue management (on the one hand), or Customer (on the other hand), or any of their respective representatives, employees, agents, affiliates and attorneys, be liable for any special, incidental, indirect, punitive or consequential damages (including loss of profit or impairment of goodwill) arising out of, or in connection with this Agreement or Customer’s participation in, or sponsorship of the Event, whether foreseeable or not, even if a person so released has been advised of the possibility of such damages.

The liability of WIS and its representatives, employees, agents, affiliates and attorneys, and Customer’s remedy for any claim of loss or damage arising from or related to this Agreement or Customer’s participation in, or sponsorship of the Event, regardless of the form of action, shall be limited to the fees paid to WIS hereunder.

2.18.      Compliance with Law.

In connection with its participation in the Event, Customer shall abide by and observe all Federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Venue and Event facility (including any union labor work rules).

2.19.      Terms Applicable to Exhibitor Showcase.

The following terms apply where the Event includes an Exhibitor Showcase or comparable amenity, and Customer is participating in, and exhibiting its goods and services through such Exhibitor Showcase:

(a)            Assignment of Space

.  Space within the Exhibitor Showcase shall be assigned by WIS in its sole discretion for the Event and for the Event dates only.  The assignment of space does not imply that similar space will be assigned for future Events.  WIS reserves the right to change the floor plan or to move Customer to another location prior to or during the Event for any or no reason.  The standard Exhibitor Showcase booth unit includes the space selected and approved as set forth in the Application; Customer identification sign; standard drapery; general security as provided in Section 1.19(i); general illumination; and an ESM.  All other expenses are the responsibility of Customer.  Customer shall not assign, sublet, or share all or any portion of the allocated exhibit space nor assign or transfer any of its rights or obligations under this Agreement without prior written permission from WIS, which permission shall be in the sole discretion of WIS.  Any Customer request shall set forth the name of the company(ies) or organization(s) and the nature of the arrangements.  Customer acknowledges and agrees that upon Customer’s failure to obtain written permission as set forth in this paragraph, WIS reserves the right to charge a fee in an amount equal to the number of additional non-approved exhibitors in Customer’s space multiplied by the total value of Customer’s space and sponsorship fee.  Customer agrees to pay liquidated damages within thirty (30) days of written notice from WIS.

(b)           Installation and Dismantle

.  Customer will be provided reasonable time to erect and dismantle its exhibits as will be specified in the ESM.  WIS will remove exhibit materials not removed from the Venue by the Customer at Customer’s expense.

(c)            Change of Space

.  WIS shall have the right, in its sole discretion, to change Customer’s space assignment within the Exhibitor Showcase after the acceptance of this Agreement if it is deemed to be in the best interest of the Event.  In the event WIS elects to exercise its right to change Customer’s exhibit space, Customer will be notified of its newly assigned space.  WIS will make reasonable efforts to ensure that any reassignment will be to an exhibit space, which is of the same general style and size as Customer’s original space.  If a reduction in space to Customer’s exhibit space is, in WIS’s opinion, necessary, Customer will be reimbursed on a pro-rata basis.

(d)           Customer Amenities

.  Only the primary Customer will be entitled to any additional complimentary items offered by WIS to the “Customer”.  The primary Customer will be responsible for all booth fees, and will be the only company listed in the Event show guide.

(e)            Event Badges

.  Customer personnel must wear the Event identification badges while on the exhibit floor.

(f)            Available Services

.  On behalf of the Event suppliers, WIS has designated official Event contractors to provide Event services on an exclusive basis, including: drayage, cartage, furniture, booth and floor decorations, signs, photographs, and telephone services.  Service companies other than the official contractors will not be allowed to perform any of these exclusive services.  Non-exclusive services may be performed by Event-appointed contractors (EAC) within certain guidelines.  A complete listing of contractors and rates, exclusive services and EAC guidelines will be provided upon request.  WIS assumes no responsibility or liability for any of the services performed or materials delivered by the foregoing persons, parties and organizations.  Arrangement for these services and payments are to be made between Customer and official Event contractors.  Rules and regulations for union labor are made by the local unions and these regulations may be changed at any time.  Where union labor is required because of building or contractor requirements, Customer agrees to comply with the regulations.

(g)           Union Labor

.  Exhibitor is required to honor all union contracts in effect between WIS, the Exposition Contractor, the Conference facility, and various labor organizations.

(h)           Safety

.  All display materials used for decoration must be flameproof.  Displays that do not pass fire safety inspection will be ordered closed until such fire hazards are corrected against further danger of fire.  All electrical equipment or devices used in or about an exhibit must be in good operating condition and able to pass fire and/or electrical inspections.  Extra materials stored in Customer’s exhibit space must not block access to the exhibit or cover electrical wires or outlets.  Customer shall cooperate responsibly with local ordinances and Venue management rules regarding health, fire prevention and public safety.  If inspection of Customer’s booth discloses a failure to comply with any applicable law, code or regulation, or if WIS determines that all or any part of an exhibit presents a fire hazard or other danger, WIS may cause the removal of all or a portion of such exhibit at Customer’s expense.  Under no circumstances may the weight of any equipment or exhibit material exceed the Venue’s maximum floor load.  Customer accepts full and sole responsibility for any injury or damage to property or persons resulting from failure, knowingly or otherwise, to distribute the load of its exhibit material in conformity with the maximum floor load specifications.

(i)             Security

.  WIS will provide guard service to the perimeter of the Exhibitor Showcase during the hours when the exhibit area is closed.  However, Exhibitor is solely and fully responsible for its own exhibit material and other property at all times, regardless of its location.  Neither WIS or Venue management, nor its agents or representatives will be responsible for any injury, loss or damage that may occur to Exhibitor or to Exhibitor’s employees, sub-contractors or agents, or the property belonging to any such party.  Exhibitor shall obtain, at its own expense, adequate insurance against any such injury, loss or damage.  Anyone visiting, viewing or otherwise participating in Exhibitor’s exhibit space is deemed to be the invitee or licensee of Exhibitor, rather than the invitee or licensee of WIS.  Exhibitor is solely liable for any injury to its property or to persons participating in the exhibit or its invitees and guests, or any party or individual(s) designated by Exhibitor as its agent(s), and assumes full responsibility and liability for acts and omissions of its agents, employees or independent contractors, whether acting within or without the scope of their authority, and agrees to hold harmless WIS and the Exhibitor Showcase from responsibility or liability resulting directly or indirectly from such acts or omissions.

2.20.      American Disabilities Act.

Customer acknowledges and agrees that, in connection with the Event, it will be a public accommodation as defined under Title III of the Americans with Disabilities Act (“ADA”).  As a public accommodation, Customer agrees that in connection with the Event, Customer will: (i) provide, at its expense, any auxiliary aids and services as may be necessary to ensure effective communication with Customer by attendees of the Event; (ii) where applicable, assure, at its expense, that displays posted at or on Customer’s booth(s) are accessible to individuals with disabilities; and (iii) not discriminate or retaliate against any individual in violation of the ADA.

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III.  Terms and Conditions Applicable ONLY to Orders containing Digital and Print Advertising Products.

The following T&Cs pertain and apply only to the advertising program Agreements between the Customer or its advertising agency (if any) (“Advertiser/Agency”), on the one hand, and WIS, on the other hand, including print/digital advertising orders, webinars, content hosting and bundles, list rental, website and newsletter display advertising, magazine advertising, social media programs, and other targeted promotion programs, products and arrangements undertaken by WIS pursuant to the Order(s).

3.01.      Content, Use of Promotions.

The content of each Promotion is subject to WIS’s approval.  WIS reserves the right to reject any promotion or space reservation at any time if WIS deems the promotion to be unacceptable as not in keeping with the associated publication’s standards or for any other reason.  Advertiser/Agency hereby grants WIS the right and license to use, reproduce, transmit and distribute all of the Advertiser/Agency’s materials (“Materials”) for promotional activities, including activities such as display at relevant Events, illustration in sales materials and brochures relating to the publication(s) specified, and use in public relation activities.

3.02.      Positioning of Promotions.

Positioning of a Promotion is at the discretion of WIS except when an arrangement for a specific preferred position is acknowledged by WIS in writing.

3.03.      Productions Requirements; Deadlines.

Advertiser/Agency assumes liability for all content (including text, representations, illustrations, sketches, photos, maps, labels, trademarks or other copyrighted matter) and also assume responsibility for any claims arising therefrom made against WIS.  WIS reserves the rights to review content material for appropriateness to the audience, and to accept or reject advertising or content for any reason.  Advertising copy that may be mistaken by a reader as news or other non-advertising materials must be clearly marked “Advertisement”.  WIS reserves the right to add the word “Advertisement” above or near any advertisement that in WIS’s sole judgment, too closely resembles the editorial content of the publication.

Materials not received by WIS’s production department by closing date cannot be quality checked and will not be entitled to approval or revision by Advertiser/Agency.  WIS may exercise the right to publish existing material to fulfill contracts if new material is not received by closing date.  No material extensions will be granted unless accompanied by a space order.  Other production requirements for Promotions are set forth on the rate card and within the Promotional package.

All services must be scheduled and executed by the later of the date stated in the Order or the date that is 12 months following WIS’s receipt of the executed Order, or payment will be forfeited.  Magazine Advertising: Program cancellations must be received by WIS in writing at least four (4) weeks in advance of the issue close date.  Targeted Asset Push, Webinar and Email Marketing Campaigns: Program cancellations must be received by WIS in writing at least two (2) weeks in advance of the mailing.  Turnkey Webinars: Program cancellations must be received in writing by WIS at least 45 days in advance of the scheduled event date.  Timely cancellations will be refunded, less out-of-pocket expenses incurred prior to cancellation.  Late cancellations will be invoiced in full, along with other then-applicable cancellation charges and fees.

3.04.      Reporting.

From time to time, WIS may engage technology solution providers (each, a “TSP”) to provide technology solutions and tools (each, a “Solution”) to assist WIS in the execution and reporting aspects of the Promotion.  Use of these Solution platforms and tools in the execution and reporting of the Promotion is subject to applicable provisions in the underlying Solution(s) licensing arrangements with WIS, which may include: (i) licensing of the Solution(s) for ordinary course of business use only; (ii) prohibiting the transfer of ownership or grant of any right to sublicense or further distribute the Solution(s); (iii) prohibiting the removal of all copyright and other proprietary notices and marks of the TSP; (iv) prohibiting the disassembly, reverse engineering, reverse compilation or other access to information regarding the construction of the Solution(s), including (without limitation) underlying source code; and (v) otherwise not conflicting with the Solution(s) licensing arrangement in any material respect.

3.05.      Rate Policy.

By submitting an Order, Advertiser/Agency accepts such Order is subject to these T&Cs.  All orders accepted for space are subject to credit requirements.  WIS is not bound by any Order or other document that conflicts with these T&Cs or by any oral or written promises or representations made by its sales representatives, and no such promises or representations have been relied on by Advertiser/Agency in entering into this Agreement.

Rates are set forth on the rate card(s) to which the Order(s) relate and are guaranteed only for the contract period specified in the Order(s).  Advertising rates are subject to change.  Advertisers will be notified of any rate changes and all future ads billed at new rates.  Conditions, other than rates, are subject to change by WIS without notice.  Less than the specified number of consecutive insertions will be billed at the current one‑time rate for the issue in which the Promotion appears.

Rates appearing on the Rate Card are gross and do not include agency commission, if any.

No coupons or reply cards will be accepted in any Promotions.

Advertiser/Agency is liable for any costs (design fees, set ups, additions or alterations to advertisements, logos, color, film, reprints, etc.) incurred in the preparation of its Promotion regardless of whether or not the Promotion runs.  Materials received after published deadlines are subject to a late insertion fee and WIS reserves the right to insert the Advertiser’s last-run ad in its place; if the subject ad is a first-time insertion, WIS will hold space as long as possible, then insert other advertising in its place at full cost to Advertiser/Agency.  If space cancellations are received after the space closing deadline, the Advertiser/Agency will be charged for the Order.  If a Promotion is cancelled or rescheduled by Advertiser/Agency within 10 business days of send date a 20% fee plus any production costs incurred by WIS will be charged.

3.06.      Billing.

Credit terms are strictly enforced.  Payment terms for all WIS products and services are 100% upon signing, due upon receipt from invoice date.  A 1.5% per month finance charge will be assessed on all invoices over 30 days in arrears.  In addition, Customer will reimburse WIS for all collection expenses incurred, including attorneys’ fees and costs.  Customers more than 60 days in arrears on any WIS invoice must pay all outstanding invoices or, at WIS’s discretion, submit payment with copy before any current or future insertions will be accepted.  Any provision in an Order or other agreement to the contrary notwithstanding, if Customer is an agency, both Customer and its principal are jointly and severally liable for all payments due hereunder.  WIS reserves the right to notify Customer’s principal regarding any overdue and unpaid invoices.  Except as provided herein, all monies paid by or on behalf of Customer shall be deemed fully earned and non-refundable at the time of payment.

3.07.      Representations and Warranties.

Advertiser/Agency represents and warrants that (a) it has the full power and authority to enter into this Agreement and grant the rights herein, (b) the execution and performance of this Agreement shall not constitute a breach or default under any contract or instrument to which the Advertiser/Agency is a party, or by which it is bound, (c) it is fully authorized to publish the Materials contained in the Promotion, in each case including (i) the names, portraits and/or pictures of any persons living or dead, (ii) any copyrighted material, trademarks and/or depictions of trademarked goods and services, and (iii) any testimonials or endorsements contained in any information or art submitted to WIS as part of a Promotion; (d) the Materials do not violate any applicable law or regulation; (e) the Materials do not violate or infringe upon any third party right in any manner or contain any material or information that is defamatory, libelous, slanderous, that violates any person’s right of publicity, privacy or personality or may otherwise result in any tort, injury, damage or harm to any person; and (f) the Materials comprising the entire contents of the Promotion are accurate and complete and are not misleading.

3.08.      Compliance With Law.

Advertiser/Agency shall ensure that all Promotions comply with all applicable Federal, state and local laws and regulations.

3.09.      Confidentiality Disclaimed.

Advertiser/Agency agrees that WIS has no obligation to maintain the confidentiality of submitted Materials until publication date.  WIS will hold Advertiser’s/Agency’s materials for a maximum of one year from last issue date.  It is the responsibility of the Advertiser/Agency to arrange for the disposition of artwork, proofs or digital Materials prior to that time, otherwise Materials will be destroyed at WIS’s discretion.  All requests from Advertiser/Agency must be submitted in writing.

3.10.      Licensed Rights.

Customer hereby grants WIS a perpetual worldwide right and license to use, display, publish, distribute, digitize, copy, perform, license, sublicense, transfer, make available or transmit the Materials (including any photographs) provided by Customer hereunder, insofar as such photographs shall have been provided without inclusion of advertising copy or similar non-photographic materials, in any media or format not known or hereafter devised, in connection with the WIS database of travel-related information.

3.11.      Limitation of Liability.

None of WIS, its service contractors, its affiliates and business partners, and their respective representatives, employees, agents, affiliates and attorneys, shall be liable for, and Advertiser/Agency hereby releases WIS and each of them from any claim, injury, loss, damage or liability arising from, in connection with, or related to: (a) errors in map location indicators, telephone, telex, facsimile, e-mail numbers, key numbers, reader inquiry numbers or advertisers’ index, for any omitted, misplaced or mispositioned advertisements, or changes in a Promotion’s text and rates required by an Advertiser/Agency, (b) any loss, claim, damage, liability cost or expense as a result either of the failure of Promotion to appear or of the appearance of any errors in the Promotion as published or the inclusion of any Promotion in any release, and (c) any delays in delivery and/or non-delivery of a Promotion by or on behalf of WIS due to a Force Majeure Event as described in Section 4.06.

In addition, and except for the indemnification obligations set forth in these T&Cs, in no event shall WIS, its service contractors, its affiliates and business partners, including the Venue and Venue management (on the one hand), or Customer (on the other hand), or any of their respective representatives, employees, agents, affiliates and attorneys, be liable for any special, incidental, indirect, punitive or consequential damages (including loss of profit or impairment of goodwill) arising out of, or in connection with this Agreement, whether foreseeable or not, even if a person so released has been advised of the possibility of such damages.

The liability of WIS and its representatives, employees, agents, affiliates and attorneys, and Advertiser/Agency’s remedy for any claim of loss or damage arising from or related to this Agreement, regardless of the form of action, shall be limited to the portion of the invoiced cost of the Promotion paid to WIS hereunder.

3.12.      Additional Terms Applicable to Websites, Newsletters, Apps and Emails.

All advertising on the WIS’s websites is subject to the IAB/AAAA Standard Terms and Conditions For Internet Advertising Media Buys One Year or Less (Version 3.0) (the “IAB 3.0 Terms”) as amended as follows: (i) in Section XIV(d), “Commonwealth of Massachusetts” shall be inserted into the first blank and “Boston, Massachusetts” shall be inserted into the second blank; and (ii) as set forth in these T&Cs.

All impressions are estimates and not guaranteed.  All impressions and/or other measurements of advertisements for the websites, newsletters, apps and emails are based solely on WIS’s calculations.  Unless otherwise agreed to in a signed writing by WIS, WIS will bill for the advertising on its websites based on each website’s own ad delivery number and, if applicable, WIS has the right to bill for advertising in the apps, emails and newsletters based on its own ad delivery numbers.

Unless expressly agreed by WIS in writing, impressions sold are worldwide only.

For the avoidance of doubt, newsletters and emails are sold by audience size.

In addition to the disclaimers set forth in Section 4.08, WIS disclaims all warranties and guarantees with respect to its websites, apps, newsletters and emails, including warranties and/or guarantees relating to: (i) the availability, uptime and delivery of any impressions and/or advertisements thereon; and (ii) the quantity, quality or frequency of clicks, opens or click-through rates.

To the extent Advertiser/Agency collects or obtains any data from its use of any advertising services provided by WIS, regardless of method or device and including data that relates to usage of such advertising services, user behavior, and/or analytics, Advertiser/Agency agrees to comply with (i) applicable laws, rules and regulations regarding the collection, use and dissemination of such data, and (ii) the then-current version of any WIS data policy that may be adopted by WIS from time to time (the “WIS Data Policy”), which is incorporated herein by reference.

WIS’s electronic services are not commissionable by agencies.

 

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IV.  Terms and Conditions Applicable ONLY to Orders containing Custom Research Solutions.

The following T&Cs pertain and apply only to the custom research solutions Agreements between the Customer, on the one hand, and WIS, on the other hand, including Customer’s purchase or license of WIS-owned content and WIS’s providing of research reports, custom research, custom content, and other custom research solutions to Customer undertaken by WIS pursuant to the Order(s).

4.01.      Services and Content.

In using the Services or Content, Customer represents and warrants that all registration information submitted is truthful and accurate, and covenants that it will update such information as and when necessary to keep it accurate and up to date.  Anything contained in these T&Cs to the contrary notwithstanding, if Customer has executed a separate written agreement with WIS that governs access to or use of the Content or Services, then the terms of such agreement and not these T&Cs shall govern and control.

4.02.      Terms of Use.

The Content may be accessed only in accordance with the express terms of the Order and is subject to the prevailing terms of use for the website(s) from which the Services are accessed.

4.03.      Services.

WIS shall perform the Services in a professional manner on a timely basis and in accordance with the criteria and specifications set forth in the Order and these T&Cs.  WIS acknowledges that time is of the essence with respect to performance of the Services and that prompt and timely performance of all Services, including satisfying all performance and delivery dates and other requirements in this Agreement is strictly required.

WIS agrees to perform the Services as more particularly described in the Order and will do so in accordance with the express provisions set out in the Order and otherwise substantially in accordance with then-prevailing industry standards and best practice methods.

4.04.      Intellectual Property Rights

(a)

The Content, the Services and all processes, analyses and methodologies, know-how and trade secrets used by WIS in performing the Services and creating the Content and any related intellectual property rights throughout the world and all modifications thereto and derivative works thereof developed solely by WIS, or by or with the input of another party (the “WIS Intellectual Property”) are protected by United States copyright and other intellectual property laws, belong to WIS and may not be used or reproduced by you without the express written permission of WIS.  WIS hereby reserves any and all intellectual property rights in the WIS Intellectual Property.

(b)

Customer is and will be the sole and exclusive owner of all right, title, and interest in and to the results and proceeds of the Services including any materials created or developed by WIS pursuant to this Agreement (collectively, the “Works”), including all copyrights and other intellectual property rights therein, in perpetuity throughout the universe.  In furtherance of the foregoing, WIS agrees that the Works are works made for hire for Customer as defined in Section 101 of the Copyright Act of 1976.  To the extent any Work does not qualify as work made for hire, WIS hereby irrevocably: (i) assigns, transfers, and otherwise conveys to Customer throughout the universe, all right, title and interest in and to such Work, including all copyrights and other intellectual property rights therein, including all registration, renewal and reversion rights, and the right to register and sue to enforce such copyrights against infringers; and (ii) waives any and all claims WIS may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Work.  Without limiting the foregoing, Customer’s rights in the Works include the right to change, edit and rearrange the Works, and subtract from, add to, and combine the Works with any other material, in whole or in part as Customer and its successors and assigns determine in their sole discretion.  Customer has no obligation to use the Works or to exercise any rights given by this Agreement.  WIS has no right to review or approve the Works before they are used by Customer or at any other time.

4.05.      Limitation of Liability

In addition, and except for the indemnification obligations set forth in these T&Cs, in no event shall WIS, its service contractors, its affiliates and business partners (on the one hand), or Customer (on the other hand), or any of their respective representatives, employees, agents, affiliates and attorneys, be liable for any special, incidental, indirect, punitive or consequential damages (including loss of profit or impairment of goodwill) arising out of, or in connection with this Agreement, whether foreseeable or not, even if a party person so released has been advised of the possibility of such damages.

The liability of WIS and its affiliates, representatives, employees, agents, affiliates and attorneys, and Customer’s remedy for any claim of loss or damage arising from or related to this Agreement, regardless of the form of action, shall be limited to the portion of the invoiced cost of the Promotion paid to WIS hereunder.